Item 5.02 Departure of Directors or Certain Officers; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
On December 10, 2022, Michael A. Tucker, age 59, was appointed by the GWG
Holdings, Inc. (the "Company") board of directors as Chief Financial Officer of
the Company. With the support of additional personnel from FTI Consulting, Inc.
("FTI"), Mr. Tucker will perform the ordinary course duties of a chief financial
officer in connection with the Company's chapter 11 cases and related matters
and report to the Chief Executive Officer. The Company intends to file a motion
in the Bankruptcy Court of the Southern District of Texas in relation to Mr.
Tucker's appointment.
Mr. Tucker has extensive experience in advising companies, creditors and other
parties in restructuring and operational improvement situations during his
37-year career. Mr. Tucker has also been part of management teams including
having been appointed the Chief Restructuring Officer of Martifer Solar USA, Inc
in March 2014 and then the Chief Executive Officer and Chief Financial Officer
in April 2014 with all Martifer duties ending in June 2015. Mr. Tucker began his
career in the audit department at PricewaterhouseCoopers ("PwC") in 1985 and was
admitted to the partnership in 1998. In 2002, FTI Consulting acquired PwC's
Business Recovery Services practice, where Mr. Tucker was a Partner. Mr. Tucker
has been employed as a Senior Managing Director by FTI continuously since 2002.
Mr. Tucker is a Certified Public Accountant as well as a Certified Turnaround
Professional and a Certified Fraud Examiner. Mr. Tucker received a B.S., in
Accounting, from the University of Illinois.
As of the date of this Current Report on Form 8-K, no additional compensation
has been approved for Mr. Tucker in connection with his appointment to the role
of Chief Financial Officer. The Company will pay FTI for Mr. Tucker's time spent
acting as Chief Financial Officer pursuant to the terms of an engagement letter,
dated April 5, 2022 (the "Engagement Letter"), between FTI and the Company.
Under the terms of the Engagement Letter, FTI will be entitled to compensation
at specified hourly rates for the services of Mr. Tucker and other FTI personnel
pursuant to the Engagement Letter, as well as reimbursement for reasonable
direct expenses. Mr. Tucker's services to the Company are billed by FTI, and he
is not separately compensated by the Company for serving as its Chief Financial
Officer. FTI is not an affiliate of the Company or any of its subsidiaries. In
addition, Mr. Tucker is not eligible to participate in any health, welfare,
retirement, or other benefit plans or policies offered by the Company to its
employees. The foregoing description of the Engagement Letter is qualified in
its entirety by the terms of such agreement, which is filed as Exhibit 10.1 to
this Current Report on Form 8-K and incorporated herein by reference.
There is no family relationship between Mr. Tucker and any director or executive
officer of the Company. Other than as noted above, there is no arrangement or
understanding between Mr. Tucker and any other persons in connection with Mr.
Tucker's appointment to Chief Financial Officer.
Item 9.01 Financial Statements and Exhibits
10.1 Engagement Letter, dated April 5, 2022, between FTI and the Company
104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)
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